Investment Intent and Eligibility Sample Clauses

Investment Intent and Eligibility. Stockholder is an “accredited investor” within the meaning of Rule 501(a) under Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”) by the Securities and Exchange Commission. The Surviving Corporation Common Stock to be acquired by Stockholder pursuant to this Agreement is being acquired for Stockholder’s own account, not as a nominee or agent for any other person and without a view to the distribution of such Surviving Corporation Common Stock or any interest therein in violation of the Securities Act or any state securities laws.
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Investment Intent and Eligibility. Each of the Responsible Stockholders are “accredited investors” within the meaning of Rule 501(a) under Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”) by the Securities and Exchange Commission. The Class A Common Stock to be acquired by the Responsible Stockholders pursuant to this Agreement is being acquired for each Responsible Stockholder’s own account, not as a nominee or agent for any other person and without a view to the distribution of such Class A Common Stock or any interest therein in violation of the Securities Act or any state securities laws.
Sample 1
Investment Intent and Eligibility. (a) Purchaser is an “accredited investor” within the meaning of Rule 501(a) under Regulation D promulgated under the Securities Act of 1933 (the “Securities Act”). (b) The Shares to be acquired by Purchaser pursuant to this Agreement are being acquired for Purchaser’s own account, not as a nominee or agent for any other person and without a view to the distribution of such Shares or any interest therein in violation of the Securities Act or any state securities laws, and Purchaser has no present intention of selling, granting any participation in or otherwise distributing the Shares. Purchaser does not have any contract, undertaking, agreement, or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Shares. (c) Purchaser (i) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment and is able, without materially impairing Purchaser’s financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on such investment and has prior investment experience. (d) Purchaser has made the representations, warranties, covenants, and agreements contained in this Agreement with the expectation that they will be relied upon by the Company in determining whether (i) Purchaser is a suitable as an investor in the Shares and (ii) the Shares may be issued to Purchaser without first registering the Shares under the Securities Act and all applicable state securities laws.
Sample 1
Investment Intent and Eligibility. Each Contributing Holder represents and warrants, severally but not jointly, that: (a) Such Contributing Holder is an “accredited investor” within the meaning of Rule 501(a) under Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”) by the Securities and Exchange Commission. (b) The Holdings Common Stock to be acquired by such Contributing Holder pursuant to this Agreement is being acquired for such Contributing Holder’s own account, not as a nominee or agent for any other person and without a view to the distribution of such Holdings Common Stock or any interest therein in violation of the Securities Act or any state securities laws.
Sample 1
Investment Intent and Eligibility. (i) The Parent Common Stock to be acquired by each Shareholder Party pursuant to this Agreement is being acquired for his own account, not as a nominee or agent for any other person and without a view to the distribution of such Parent Common Stock or any interest therein in violation of the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws. (ii) Each Shareholder Party is an “accredited investor” within the meaning of Rule 501(a) under Regulation D, and has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of his investment in the Parent Common Stock, and each Shareholder Party is capable of bearing the economic risks of such investment and is able to bear the complete loss of his investment in the Parent Common Stock.
Sample 1
Investment Intent and Eligibility. PEP V-A is an “accredited investor” within the meaning of Rule 501(a) under Regulation D promulgated under the Securities Act by the Securities and Exchange Commission. The Surviving Corporation Common Stock to be acquired by PEP V-A pursuant to this Agreement is being acquired for PEP V-A’s own account, not as a nominee or agent for any other person and without a view to the distribution of such Surviving Corporation Common Stock or any interest therein in violation of the Securities Act or any state securities laws.
Sample 1
Investment Intent and Eligibility. ​ (a) Recipient is an “accredited investor” within the meaning of Rule 501(a) under Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and the certifications made by Recipient in Appendix I in connection with this subscription are true and complete. ​ (b) Recipient has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his, her or its prospective investment and is able, without materially impairing his financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on such investment. (c) Recipient has prior investment experience, or will rely upon his, her, or its financial advisor in connection with evaluating his, her or its decision to invest in the Shares. ​ (d) Recipient is acquiring the Shares for its own account, for investment and not with a view towards resale or distribution. ​ (e) Recipient has not been convicted, within the last ten years, of any felony or misdemeanor, and is not subject to any order, judgment or decree of any court, or subject to any order of any of the US Securities and Exchange Commission (the “SEC”), the Financial Industry Regulatory Authority, the U.S. Postal Service, a stock exchange or a state regulator, in each case entered within the last five years, that restrains or enjoins Recipient from engaging or continuing to engage in any conduct or practice: (i) in connection with the purchase or sale of any security; (ii) involving the making of any false filing with the SEC; or (iii) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities or from engaging in the business of securities, insurance or banking. ​
Sample 1
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Related to Investment Intent and Eligibility

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  • Special Eligibility The following employees also receive an Employer Contribution:

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  • Investment and Holding Company Status Neither the Borrower nor any of its Subsidiaries is (a) an "investment company" as defined in, or subject to regulation under, the Investment Company Act of 1940 or (b) a "holding company" as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935.

  • Member Eligibility Verify Member eligibility contemporaneous with the rendering of services. BCBS will provide systems and/or methods for verification of eligibility and benefit coverage for Members. This is furnished as a service and not as a guarantee of payment;

  • Rule 144A Eligibility On the Closing Date, the Securities will not be of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in an automated inter-dealer quotation system; and each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its respective date, contains or will contain all the information that, if requested by a prospective purchaser of the Securities, would be required to be provided to such prospective purchaser pursuant to Rule 144A(d)(4) under the Securities Act.

  • Contribution Eligibility You are eligible to make a regular contribution to your Xxxx XXX, regardless of your age, if you have compensation and your MAGI is below the maximum threshold. Your Xxxx XXX contribution is not limited by your participation in an employer-sponsored retirement plan, other than a Traditional IRA.

  • Please see the current Washtenaw Community College catalog for up-to-date program requirements Conditions & Requirements

  • Membership Eligibility To join the Credit Union, you must meet the membership requirements, including purchase and maintenance of the minimum required share(s) (“membership share”) as set forth in the Credit Union’s bylaws. You authorize us to check your account, credit and employment history, and obtain reports from third parties, including credit reporting agencies, to verify your eligibility for the accounts and services you request.

  • Compensatory Time Eligibility The Employer may grant compensatory time in lieu of cash payment for overtime to an overtime-eligible employee, upon agreement between the Employer and the employee. Compensatory time must be granted at the rate of one and one-half (1-1/2) hours of compensatory time for each hour of overtime worked.

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